Alion
Science and Technology Corporation (the "Company") announced today
that it has commenced an exchange offer, consent solicitation and a unit
offering relating to its 10.25% Senior Notes due 2015 (the "Unsecured
Notes"). The transactions are part of the previously announced
transaction in which the Company is seeking to refinance its existing
indebtedness.

Under the terms and subject to the conditions set forth in the
prospectus, the Company:

is offering to exchange (the "Exchange Offer") all of its Unsecured
Notes and the related guarantees for, at the election of the holders
of the Unsecured Notes, either the New Securities Option; subject to
proration, the Cash Option; or, for holders wishing to participate in
the Unit Offering, the New Securities Plus Unit Offering Option, each
as described below; and

will apply the proceeds generated from the offering of Units (the
"Unit Offering") as described below, to finance the purchase of a
portion of the Unsecured Notes accepted for exchange pursuant to the
Cash Option (defined below), if any.

In addition, the Company is soliciting consents (the "Consent
Solicitation" and together with the Exchange Offer and the Unit
Offering, the "Transactions") from holders of Unsecured Notes to certain
proposed amendments to the indenture governing the Unsecured Notes. The
proposed amendments would eliminate substantially all of the affirmative
and negative covenants and eliminate certain events of default contained
in the indenture governing the Unsecured Notes.

Holders of approximately 71.1% of the outstanding principal amount of
the Unsecured Notes (the "Supporting Noteholders") have committed to
tender their Unsecured Notes and deliver related consents into the
Exchange Offer and Consent Solicitation for the New Securities Option
and agreed not to withdraw their tenders (or revoke related consents)
pursuant to, and subject to conditions set forth in, a support agreement
described in the prospectus.

The New Securities Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the
following (the "New Securities Option"):

$1,000 principal amount of the Company's Third-Lien Senior Secured
Notes due 5.5 years after the Settlement Date and the related
guarantees (the "Third-Lien Notes");

One immediately exercisable warrant to purchase no less than 5.9701768
shares of the Company's common stock at an exercise price of $0.01 per
share (the "Penny Warrant"); and

Three warrants, each to purchase no less than 2.3880707 shares of the
Company's common stock (the "Cash Warrants" and together with the
Penny Warrants and Third-Lien Notes, the "New Securities"). The Cash
Warrants are exercisable and have exercise prices as follows:

One of the Cash Warrants will be exercisable on the date on which its
exercise price is set at an exercise price equal to the lesser of:

$8.10 per share;

if the Company receives a valuation of its common stock for the
purpose of valuing its common stock in connection with its
Employee Stock Ownership Plan (the "ESOP") prior to the Settlement
Date, or that relates to the period ended March 31, 2014 (or as of
the end of any period that includes any portion of our fiscal
six-month period ended March 31, 2014), the value included in such
valuation; and

the value of the common stock set forth in a valuation conducted
within two months of the Settlement Date, which valuation will
reflect the closing of the refinancing transactions (subject to
certain exceptions if the valuation is not timely performed).

One of the Cash Warrants will be exercisable at any time following the
first anniversary of the Settlement Date at an exercise price equal to
the per share valuation existing at the time of such first anniversary
for the purpose of valuing the common stock in connection with the
ESOP (subject to certain exceptions if the valuation is not timely
performed); and

One of the Cash Warrants will be exercisable at any time following the
second anniversary of the Settlement Date at an exercise price equal
to the per share valuation existing at the time of such second
anniversary for the purpose of valuing the common stock in connection
with the ESOP (subject to certain exceptions if the valuation is not
timely performed).

As used in this press release, the "Settlement Date" means the
settlement date of the Exchange Offer, which is expected t occur on the
third business day following the Expiration Date.

The Cash Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the
following (the "Cash Option"):

$600 in cash. If the cash required to purchase all Unsecured Notes
validly tendered pursuant to the Cash Option (excluding accrued and
unpaid interest and the Early Tender Payment (defined below)) exceeds
$20,000,400, each holder who elected the Cash Option will have the
amount of its Unsecured Notes accepted for exchange into the Cash
Option prorated as described in the Prospectus, with the balance of
its Unsecured Notes being exchanged into New Securities as if that
holder elected the New Securities Option with respect to the balance
of that holder's Unsecured Notes.

The New Securities Plus Unit Offering Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the same
securities offered in the New Securities Option plus purchase Units in
the Unit Offering (the "New Securities Plus Unit Offering Option"). Upon
the terms and subject to the conditions described in the prospectus,
depending on the principal amount of Unsecured Notes held, holders of
Unsecured Notes may be able to purchase Units in the Unit Offering at a
purchase price equal to $600 per Unit, or the "Unit Price." Each Unit
consists of the same package of New Securities being offered pursuant to
the New Securities Option in the Exchange Offer per $1,000 principal
amount of Unsecured Notes tendered. In order to purchase a Unit, a
holder of Unsecured Notes must:

validly tender all (but not less than all) of the Unsecured Notes held
by it in to the New Securities Plus Unit Offering Option at or prior
to the Early Tender Date (and not withdraw that tender);

irrevocably agree to purchase the maximum number of Units as to which
the holder is entitled to purchase (which assumes that the cash
required to purchase all Unsecured Notes accepted for exchange
pursuant to the Cash Option is at least $10,000,200); and

make a cash payment at the time of tender of the Unsecured Notes in an
amount equal to $600 times the maximum number of Units which the
holder is entitled to purchase.

In the case of all three options, for each $1,000 principal amount of
Unsecured Notes accepted for exchange in the Exchange Offer that are
validly tendered (and not validly withdrawn) at or prior to 5:00 p.m.,
New York City time, on May 28, 2014, unless extended by the Company (the
"Early Tender Date"), holders will receive an additional $15.00 in cash
(the "Early Tender Payment").

In order to participate in the Exchange Offer, a holder of Unsecured
Notes must tender all of its Unsecured Notes in the Exchange Offer.

The Exchange Offer and Consent Solicitation will expire at 9:00 a.m.,
New York City time, on June 12, 2014 unless extended by the Company (the
"Expiration Date"). Tenders of outstanding Unsecured Notes may be
withdrawn at or prior to 5:00 p.m., New York City time, on May 28, 2014,
unless extended by the Company (the "Withdrawal Deadline"). The Unit
Offering will expire at 5:00 p.m., New York City time, on May 28, 2014,
unless extended by the Company. The election to purchase Units in the
Unit Offering cannot be revoked except that a valid withdrawal of
Unsecured Notes in the Exchange Offer will be deemed to have revoked any
election to purchase Units in the Unit Offering.

The completion of the Transactions is subject to the conditions
described in the prospectus, including the satisfaction or waiver by the
Company of the minimum tender condition, which requires that 95% of the
outstanding aggregate principal amount of Unsecured Notes be validly
tendered (and not validly withdrawn) in the Exchange Offer. Subject to
applicable law and certain of our contractual agreements, the Company
may waive certain conditions applicable to the Transactions and may
extend, terminate or amend the Transactions, without extending or
reinstituting the Withdrawal Deadline or extending the Expiration Date,
except as required by law.

The offer is being made only by means of a prospectus. Copies of the
prospectus and the transmittal materials may be obtained free of charge,
by contacting the Information and Exchange Agent at the following
address:

A registration statement relating to the Transactions was declared
effective by the Securities and Exchange Commission on May 9, 2014. The
full terms of the Transactions, including descriptions of the Third-Lien
Notes, the material differences between the Third-Lien Notes and the
Unsecured Notes, the Unit Offering, and other information relating to
the Transactions are contained in the prospectus dated May 13, 2014.

Goldman, Sachs & Co. has been retained to act as the dealer manager and
solicitation agent in connection with the exchange offer and consent
solicitation. The information and exchange agent for the Transactions is
Global Bondholder Services Corporation. Questions regarding the
procedures for participating in the Transactions, requests for
assistance regarding the process, and requests for additional copies of
the prospectus and transmittal materials governing the Transactions may
be directed to Global Bondholder Services at its address set forth below.

This press release does not constitute an offer to sell any securities
or the solicitation of an offer to exchange any of the Company's
outstanding Unsecured Notes or any other security, nor shall there be
any sale or exchange of any securities in any state or other
jurisdiction in which such offer, solicitation or sale or exchange would
be unlawful prior to the registration or qualification of any such
securities or offer under the securities laws of any such state or other
jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Information included in this press release may contain forward-looking
statements that involve risks and uncertainties, including statements
regarding the expected terms of the proposed refinancing transaction.
These statements relate to future plans, objectives, expectations and
intentions and are for illustrative purposes only. These statements may
be identified by the use of words such as "believe," "expect," "intend,"
"plan," "anticipate," "likely," "will," "pro forma," "forecast,"
"projections," "could," "estimate," "may," "potential," "should,"
"would," and similar expressions. Factors that could cause actual
results to differ materially from anticipated results include, but are
not limited to: the inability to refinance the Company's indebtedness on
satisfactory terms, or at all, prior to maturity of such indebtedness;
U.S. government debt ceiling limitations, sequestration, continuing
resolutions, or other similar federal government budgetary or funding
issues; U.S. government shutdowns; U.S. government decisions to reduce
funding for projects the Company supports; failure to retain the
Company's existing government contracts, win new business and win
re-competed contracts; failure of government customers to exercise
contract options; limits on financial and operational flexibility given
the Company's substantial debt and debt covenants; the effect, if any,
of the Company's refinancing efforts and financial condition on its
relationships with its customers and the Company's ability to attract
new business; material changes to the Company' capital structure,
including financing transactions which may dilute ESOP participants'
interest in the Company's capital stock; and other factors discussed in
this press release, the Company's annual report on Form 10-K, subsequent
quarterly reports on Form 10-Q, and subsequent Current Reports on Form
8-K, in each case as filed with the SEC.

Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's views as of the
date of this press release. The Company undertakes no obligation to
update any of the forward-looking statements made in this press release,
whether as a result of new information, future events, changes in
expectations or otherwise.